White Mountains Insurance Group Ltd. amends MediaAlpha stake

TL;DR

WMIG just updated their MediaAlpha filing - big ownership change incoming.

AI Summary

White Mountains Insurance Group Ltd. filed an amendment on May 3, 2024, to its Schedule 13D concerning MediaAlpha, Inc. The filing indicates a change in beneficial ownership, with White Mountains Insurance Group Ltd. now holding a significant stake in MediaAlpha, Inc. The specific number of shares and percentage of ownership are detailed within the filing.

Why It Matters

This filing signals a potential shift in control or influence over MediaAlpha, Inc. by a major insurance group, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Changes in significant beneficial ownership can lead to increased volatility and potential strategic shifts for the subject company.

Key Players & Entities

• White Mountains Insurance Group Ltd. (company) — Filing entity
• MediaAlpha, Inc. (company) — Subject company
• WM HINSON (BERMUDA) LTD. (company) — Group member

FAQ

Key Financial Figures

• $0.01 — suer) Class A Common Stock, par value $0.01 per share (Title of Class of Securiti
• $15.94 — the closing price per Class A Share was $15.94. 6346389 SIGNATURE After reasonab

Filing Documents

• wtm2024maxschedule13d_ano3.htm (SC 13D/A) — 144KB
• image_0a.jpg (GRAPHIC) — 1KB
• image_1.jpg (GRAPHIC) — 0KB
• image_3.jpg (GRAPHIC) — 0KB
• 0000776867-24-000008.txt ( ) — 149KB

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

(a)-(b) is amended and restated as follows

Item 5(a)-(b) is amended and restated as follows (a)-(b) The information set forth on the cover pages of this Amendment No. 3, and the information set forth or incorporated by reference in Items 2, 3, 4 and 6 of this Schedule 13D are hereby incorporated by reference in this Item 5(a)-(b). The Class A Shares held by the Reporting Persons represent approximately 44.3% of the outstanding Class A Shares. Such percentage is calculated based on a total number of 51,579,274 Class A Shares issued and outstanding as of April 30, 2024, as reported on the Issuer's Form 10-Q filed with the Commission on May 2, 2024. The table below sets forth, based on the knowledge of the Reporting Persons, the beneficial ownership of the Class A Shares of the persons listed in Annex A, as of the date of this Amendment No. 3. Name Class A Shares Beneficial Ownership (1) Beneficial Ownership Percentage of Class A Shares (2) Steven Yi (3) 1,801,137 3.49% Robert L. Seelig 9,000 0.02% John G. Sinkus 750 0.01% (1) Assuming the exchange of any Class B Shares beneficially owned, together with a corresponding number of Class B-1 Units, for a number of Class A Shares equal to the number of Class B Shares exchanged, pursuant to the Exchange Agreement. (2) Represents the percentage of Class A Shares beneficially owned, as calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. The calculation is based on 51,579,274 Class A Shares issued and outstanding as of April 30, 2024, as reported on the Issuer's Form 10-Q filed with the Commission on May 2, 2024. (3) OBF Investments, LLC a Nevada limited liability company ("OBF") holds 3,923,885 Class B Shares. OBF Investments is owned by trusts for the benefit of Mr. Yi and members of his family. Mr. Yi does not have any voting or dispositive control over the shares held by OBF. See the Schedule 13D filed by OBF and its Manager, Jason Heiling, on June 25, 2021, for additional information with respect to OBF. By virtue of the r

(c) is amended and supplemented as follows

Item 5(c) is amended and supplemented as follows On March 15, 2024, Mr. Yi was granted 6,400 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive a Class A Share upon vesting. All such RSUs will vest on June 15, 2024, subject to continued employment with the Issuer through the applicable vesting date. On March 15, 2024, Mr. Yi was granted 291,400 RSUs. Each RSU represents a contingent right to receive a Class A Share upon vesting. One sixteenth of such RSUs will vest on May 15, 2024 and the remainder will vest quarterly over the following four years, in each case subject to continued employment with the Issuer through each vesting date. On March 15, 2024, Mr. Yi was granted 43,750 performance based restricted stock units ("PRSUs"). Each PRSU represents a contingent right to receive a Class A Share upon vesting. The PRSUs will vest based on the achievement of certain financial measures determined by the Issuer's Compensation Committee. The number of PRSUs granted is based on achievement of 150% of the target incentive amount. Achievement of the minimum, target, or maximum level for a measure would result in a value of 50%, 100%, or 150%, respectively, of the target incentive amount tied to that financial measure. The total amount earned shall be divided by the average closing price of the Class A Shares for the 20-day period ended as of the Friday preceding the Issuer's Compensation Committee's determination of the achievement of such financial measures (rounded up to the nearest whole share) to determine the number of PRSUs to be vested. On February 15, 2024, Mr. Yi acquired 18,294 Class A Shares, which Class A Shares were issued upon the vesting of RSUs under the Issuer's Omnibus Incentive Plan. On the vesting date, the closing price per Class A Share was $15.94. 6346389 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statemen

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